Susan Maina is a Corporate Compliance Writer and Legal Researcher at M&A Registrars, a leading company secretarial and legal advisory firm. She specializes in developing clear, insightful content on Company Law, Corporate Governance, Regulatory Compliance, and Business Registration Services.
LinkedIn >>Thinking of taking your business to the next level?
Registering a Private Limited Company in Kenya might just be the smartest move you make this year.
Whether you’re transitioning from a side hustle or starting fresh,registering a private limited company in Kenya gives your business structure, credibility, and long-term protection.
In this guide by M&A Registrars, you’ll learn exactly what a private limited company is, why it matters, how to register one on eCitizen, and what to do once you’re incorporated — all explained in plain, simple language.
Let’s dive right in!
Table of Contents
If you’re planning on registering a Private Limited Company in Kenya, you’re taking one of the smartest steps toward building a credible and legally recognized business.
A Private Limited Company (Ltd) is a legal business entity registered under Kenya’s Companies Act 2015. It exists as a separate legal person — meaning your business can:
In other words, once you finish registering your Private Limited Company in Kenya, your business stands on its own two feet — independent from you as the owner.
Example:
Let’s say you and your partner each invest KES 100,000 when registering your Private Limited Company.
If the company later incurs debts, your personal assets (like your car or home) remain safe. You only risk losing what you invested — that’s the power of limited liability.
We’ll help you navigate the process smoothly and start your business on the right legal footing.
Book a Free Consultation with M&A Registrars TodayIn Kenya, the two terms are often used interchangeably.
Legally, a Private Limited Company is a private company limited by shares — meaning each shareholder’s liability is limited to the amount unpaid on their shares.
So when people talk about registering a Private Limited Company in Kenya, they’re usually referring to this structure under the Companies Act 2015.
In simple terms: every Private Limited Company is a private company, but the “Limited” part gives you added protection for your personal assets.
If you’re thinking about registering a Private Limited Company in Kenya, it helps to know how it differs from a Public Limited Company (PLC).
A Private Limited Company (Ltd) is ideal for small to medium businesses, while a Public Limited Company (PLC) suits large organisations that want to raise capital from the public.
| Feature | Private Limited Company (Ltd) | Public Limited Company (PLC) |
|---|---|---|
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Number of Shareholders
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Minimum of one shareholder, with no fixed upper limit — provided the minimum share capital of KES 100,000 is fully issued and paid.
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Can have an unlimited number of shareholders.
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Number of Directors
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Requires at least one director, who can also be the sole shareholder.
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Must have at least two directors.
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Public Share Offering
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Shares are privately held and cannot be offered to the public.
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Can offer shares to the public, including through a stock exchange.
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Disclosure Requirements
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Minimal reporting and disclosure obligations.
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Subject to extensive reporting, audit, and disclosure rules.
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Best For
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Ideal for SMEs, startups, and family-owned businesses seeking flexibility and privacy.
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Commonly used by large corporations and listed companies seeking to raise capital publicly.
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Company Suffix
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Uses the word “Limited” or “Ltd.”
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Uses “Public Limited Company” or “PLC.”
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In short, if your goal is to build and grow a business privately, registering a Private Limited Company in Kenya is the better choice — simple, flexible, and fully protected under the Companies Act 2015.
Learn more about the different types of companies you can start in Kenya in our simplified guide
When registering a Private Limited Company in Kenya, you can choose between two main structures — and the right one depends on your business goals.
| Type | Description | Best For |
|---|---|---|
|
Private Company Limited by Shares
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– This is the most common type in Kenya. – It’s owned by shareholders, and profits are distributed based on the number of shares held. – Each shareholder’s liability is limited to the unpaid amount on their shares. |
Businesses aiming to make a profit — SMEs, startups, and partnerships.
|
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Private Company Limited by Guarantee
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– This type has no share capital. Instead of shareholders, it has members who agree to contribute a set amount if the company winds up.
|
Non-profits, charities, NGOs, and community organisations.
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Let’s face it — in Kenya, credibility matters. Registering a Private Limited Company isn’t just a legal step — it’s how you show clients, banks, and investors that you mean business.
Here’s what you gain upon registering a private limited company in Kenya:
| Benefits of Registering a Private Limited Company in Kenya | |
|---|---|
|
Limited Liability Protection
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Your personal assets stay safe if the business runs into debt.
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Professional Credibility
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Clients and partners trust registered entities over informal setups.
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Better Funding Access
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Banks, investors, and tenders prefer dealing with limited companies.
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Business Continuity
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Your company exists beyond your lifetime or ownership changes.
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Ownership Flexibility
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You can add or remove shareholders as your business grows. |
Example:
Many Kenyan SMEs start as sole proprietorships but upgrade to limited companies once they begin dealing with NGOs, corporates, or government tenders.
A Private Limited Company is the perfect choice if you’re ready to take your business to the next level. It suits entrepreneurs and founders who want structure, credibility, and growth potential.
You should consider registering a Private Limited Company in Kenya if:
Pro Tip:
If your hustle is growing fast and you’re eyeing big contracts or investors — this is your sign to formalise it.
We’ll explain the options and help you choose the one that protects your interests.
Book a Free Consultation with M&A Registrars TodayThe good news? The process is fully online via eCitizen under the Business Registration Service (BRS).
Here’s how to do it, step by step:
| How to Register a Private Limited Company in Kenya (Step-by-Step) |
|---|
|
Step 1 – Log in and Reserve a Company Name Start by logging in to your eCitizen account and selecting Business Registration Service (BRS). – Under “Company Registration,” choose Name Search and submit up to three preferred names. – The Registrar of Companies will approve one that’s unique and follows the naming rules. Tip: Choose simple, professional names that reflect your business purpose. |
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Step 2 – Prepare and Upload Incorporation Documents Once your name is approved, it’s time to upload your company documents. Here’s what you’ll need: – Form CR1 – This is the main application form for registering your company. – Form CR2 – The Memorandum and Articles of Association — these outline your company’s purpose, structure, and internal rules. – Form CR8 – Lists the residential addresses of all directors. – KRA PINs, IDs or Passports, and passport photos for all directors and shareholders. – A statement of nominal share capital (the minimum required is KES 100,000) and your registered company address. |
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Step 3 – Pay the Registration Fee You’ll pay the registration fee directly on eCitizen — usually around KES 10,650, depending on your share capital. |
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Step 4 – Receive Your Certificate of Incorporation After submission, the Registrar will review your application. If everything checks out, your Certificate of Incorporation will be ready in about 3–5 working days, available for download on eCitizen. |
Pro Tip:
Make sure all director details — including names, IDs, and KRA PINs — match exactly across every document to avoid delays.
Let us handle the entire process while you focus on your business.
Book a Free Consultation with M&A Registrars Today| Step | What to Do | Why It Matters / Pro Tip |
|---|---|---|
|
1. Confirm Your Company KRA PIN
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Your Company KRA PIN is automatically generated during registration on eCitizen (BRS). You can download it alongside your incorporation documents. |
No need to reapply on iTax — just log in to confirm it’s active before filing or opening a bank account.
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2. Open a Business Bank Account
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Use your Certificate of Incorporation, Company KRA PIN, and CR12 to open a business account in your company’s name.
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Choose a bank that supports SMEs for flexible terms and faster processing.
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3. Apply for County Business Permits
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Visit your county government portal (e.g., Nairobi eServices) to apply for your Single Business Permit and any relevant sector licences.
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Operating without valid permits can lead to fines or business suspension.
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4. Register for NSSF and SHIF (Social Health Insurance Fund)
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If you plan to employ staff, register with NSSF and SHIF to stay compliant with Kenya’s labour and social protection laws.
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This ensures your employees are covered for pension and healthcare benefits.
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5. File Annual Returns on eCitizen
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Log in to the Business Registration Service (BRS) to file your annual returns each year.
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Pro Tip: Your first annual return is due within 12 months of incorporation — missing it attracts penalties or even deregistration.
|
Pro Tip:
Don’t forget your first annual return – skipping it can attract penalties.
We’ll guide you through every post-registration requirement with ease.
Book a Free Consultation with M&A Registrars TodayAs of 2025, the official Business Registration Service (BRS) fee for registering a Private Limited Company in Kenya is KES 10,650.
This fee covers all basic incorporation processes, including name reservation and issuance of your Certificate of Incorporation.
If you decide to work with professionals like M&A Registrars, there may be a small facilitation fee.
The advantage? You save time, avoid mistakes, and ensure your registration is completed correctly the first time – giving you peace of mind as you focus on growing your business.
ProTip: Paying a little extra for expert help can prevent delays or rejections that might cost much more in the long run.
Check out our company registration packages and request your quote for free today.
Once you’ve registered your Private Limited Company in Kenya, staying compliant with the Kenya Revenue Authority (KRA) is crucial.
Here’s what you need to know:
| Tax Obligations | What It Means |
|---|---|
|
Corporate Income Tax (CIT)
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Pay 30% on your company’s taxable profits.
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VAT, PAYE, Withholding Tax
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File monthly if your business is registered for these taxes.
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Nil Returns
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If your company hasn’t started trading, file nil returns to stay compliant.
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Tax Compliance Certificate (TCC)
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Required for tenders, contracts, and general business credibility.
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Pro Tip: Even if your company isn’t yet earning, filing your nil returns on time avoids unnecessary penalties and ensures your company stays in good standing.
We’ll help you stay compliant and file everything correctly from day one.
Book a Free Consultation with M&A Registrars TodayWhen registering a private limited company in Kenya, the Companies Act 2015 requires:
| Requirement | Details |
|---|---|
|
Directors
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At least one director is required. This director can also be the sole shareholder. |
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Shareholders
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At least one director is required. This director can also be the sole shareholder.
|
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Foreign Ownership
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Foreigners can register as directors or shareholders, provided they meet KRA and immigration requirements.
|
Pro Tip: Meeting the minimum share capital ensures your company is compliant while giving you the flexibility to add as many shareholders as needed for growth.
Before you start registering a private limited company in Kenya, make sure you have the following ready:
| Requirements for Registering a Private Limited Company in Kenya? |
|---|
|
– Approved company name (via eCitizen) Reserved via eCitizen under the Business Registration Service (BRS). – At least one shareholder and one director The same person can hold both roles if you’re starting solo. – KRA PIN, ID/Passport, and photo for each director Required for each director and shareholder. – Company’s physical address (including plot or L.R. number) – Include plot number or L.R. number, county, and postal address. – Nominal share capital and number of shares – Minimum of KES 100,000, with clear allocation of shares. – Articles of Association – Outlining company objectives and ownership structure. |
Pro Tip:
Gather and scan all your documents before logging in to eCitizen. It makes the registration process faster and avoids unnecessary delays
While registering a company has many advantages, here are a few things to keep in mind:
Pro Tip:
These small downsides are worth it for the legal protection, trust, and credibility your company gains.
If you already have a registered business name, you can upgrade to a Private Limited Company without starting from scratch:
Example:
“Jane’s Cakes” can become “Jane’s Cakes Limited,” giving Jane the ability to supply supermarkets, access financing, and enjoy better legal protection.
How much does it cost to register a private company in Kenya?
What’s the minimum share capital required to start a private limited company in Kenya?
Can one person own a private Limited company in Kenya?
How long does Company registration take?
Do I need a lawyer to register a private limited company in Kenya?
Registering a Private Limited Company in Kenya isn’t just a legal step – it’s a growth move.
It gives your business structure, credibility, and protection. With the Companies Act 2015 and the eCitizen portal, the process has never been simpler or faster.
Whether you’re scaling your side hustle or starting something new, this is the time to make it official – and build a business that stands on its own.
With M&A Registrars, you’ll have a reliable partner every step of the way — from registration to compliance.
Book a Free Consultation with M&A Registrars TodayWant to register your Private Limited Company in Kenya quickly and correctly?
Let M&A Registrars handle it for you.
We assist with:
Book your FREE first consultation today and let’s make your company official — fast, compliant, and stress-free.
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We’ll guide you step by step.
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